UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2009

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to
_____________

Commission File Number: 000-53208

SINO GREEN LAND CORPORATION(Exact Name
of Registrant as Specified in Its Charter)

|Nevada                                        | 54-0484915                          
|--------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.)
|or organization)                              |                                     

6/F No. 947, Qiao Xing Road, Shi Qiao Town Pan Yu
District, Guang Zhou People's Republic of China (Address of
principal executive offices, Zip Code)

86-20-84890337(Registrant's telephone
number, including area code)

_____________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes



Q   
No



£

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes



£   
No



£

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer



£                                                      | Accelerated filer



£        
|--------------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer



£



(Do not check if a smaller reporting
      company) | Smaller reporting company



Q

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).    Yes



£   
No



Q

The number of shares outstanding of each of the issuer's
classes of common stock, as of August 14, 2009 is as follows:

|Class of
      Securities      |  | Shares Outstanding
|------------------------------ |  | ------------------
|Common Stock, $0.001 par value |  | 104,943,337       

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TABLE OF CONTENTS

|                                                                                                     | Page
|---------------------------------------------------------------------------------------------------- | ----
|PART I                                                                                              
|FINANCIAL INFORMATION                                                                               
|ITEM 1. FINANCIAL STATEMENTS.                                                                        | 2   
|ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS. | 18  
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK                             | 26  
|ITEM 4. CONTROLS AND PROCEDURES.                                                                     | 26  
|PART II                                                                                             
|OTHER INFORMATION                                                                                   
|ITEM 1. LEGAL PROCEEDINGS.                                                                           | 26  
|ITEM 1A. RISK FACTORS                                                                                | 26  
|ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS                            | 27  
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                              | 27  
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                          | 27  
|ITEM 5. OTHER INFORMATION                                                                            | 27  
|ITEM 6. EXHIBITS                                                                                     | 27  

i

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PART I FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES CONSOLIDATED
FINANCIAL STATEMENTS

|                                                                                                                                                   | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Consolidated Balance Sheets as of June 30,
      2009 (Unaudited) and December 31, 2008                                                            | 3   
|Consolidated Statements of Income and Other Comprehensive
      Income for the Three and Six Months Ended June 30, 2009 and 2008
      (Unaudited) | 4   
|Consolidated Statements of Cash Flows for
      the Six Months Ended June 30, 2009 and 2008 (Unaudited)                                            | 5   
|Notes to Consolidated Financial Statements
      (Unaudited)                                                                                       | 6   

2

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SINO GREEN LAND CORP AND SUBSIDIARIES (FORMALLY, ORGANIC
REGION GROUP LTD. AND SUBSIDIARIES) CONSOLIDATED BALANCE SHEETS AS OF
JUNE 30, 2009 AND DECEMBER 31, 2008 (UNAUDITED)

|                                      |   | June 30, 2009 |  |   | December 31, 2008 | 
|------------------------------------- | - | ------------- |  | - | ----------------- | 
|ASSETS                                |   |               |  |   |                   | 
|                                      |   |               |  |   |                   | 
|Current Assets                        |   |               |  |   |                   | 
|Cash and cash equivalents             | $ | 627,605       |  | $ | 544,860           | 
|Accounts receivable, net              |   | 225,852       |  |   | 200,731           | 
|Advances to suppliers                 |   | 485,344       |  |   | 497,568           | 
|Due from related parties              |   | 241,574       |  |   | 352,799           | 
|Inventories                           |   | 15,501        |  |   | 16,931            | 
|Other current assets                  |   | 333,929       |  |   | 58,046            | 
|Total Current Assets                  |   | 1,929,805     |  |   | 1,670,934         | 
|                                      |   |               |  |   |                   | 
|Property and Equipment, net           |   | 99,841        |  |   | 139,765           | 
|                                      |   |               |  |   |                   | 
|Long-term Prepayments                 |   | 18,891,915    |  |   | 16,258,707        | 
|                                      |   |               |  |   |                   | 
|Total Assets                          | $ | 20,921,561    |  | $ | 18,069,406        | 
|                                      |   |               |  |   |                   | 
|LIABILITIES AND SHAREHOLDERS' EQUITY  |   |               |  |   |                   | 
|                                      |   |               |  |   |                   | 
|Current Liabilities                   |   |               |  |   |                   | 
|Accounts payable and accrued expenses | $ | 2,087,064     |  | $ | 1,529,787         | 
|Advances from customers               |   | 48,739        |  |   | 56,443            | 
|Due to related parties                |   | 384,501       |  |   | 129,444           | 
|Due to shareholders                   |   | 105,047       |  |   | -                 | 
|Convertible debenture                 |   | 483,494       |  |   | 313,627           | 
|Total Current Liabilities             |   | 3,108,846     |  |   | 2,029,300         | 
|                                      |   |               |  |   |                   | 
|Commitment                            |   | -             |  |   | -                 | 
|                                      |   |               |  |   |                   | 
|Shareholders' Equity                  |   |               |  |   |                   | 

|Preferred stock, $0.001 par value, 20,000,000 shares
      authorized, 0 shares issued and outstanding as of June 30, 2009 and
      December 31, 2008                |   | -          |  |   | -          | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- |  | - | ---------- | 
|Common stock, $0.001 par value, 780,000,000 shares
      authorized, 87,480,593 and 81,648,554 issued and outstanding as of June
      30, 2009 and December 31, 2008 |   | 87,481     |  |   | 81,649     | 
|Additional Paid-in capital                                                                                                                                            |   | 5,413,520  |  |   | 5,419,351  | 
|Other comprehensive income                                                                                                                                            |   | 908,745    |  |   | 1,075,973  | 
|Retained earnings                                                                                                                                                     |   | 11,402,970 |  |   | 9,463,134  | 
|Total shareholders' equity                                                                                                                                            |   | 17,812,716 |  |   | 16,040,107 | 
|                                                                                                                                                                      |   |            |  |   |            | 
|Total Liabilities and Stockholders' Equity                                                                                                                            | $ | 20,921,561 |  | $ | 18,069,406 | 

The accompanying notes are integral part of these unaudited
consolidated financial statements.

3

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SINO GREEN LAND CORP AND SUBSIDIARIES (FORMALLY, ORGANIC
REGION GROUP LTD. AND SUBSIDIARIES) CONSOLIDATED STATEMENTS OF INCOME AND
OTHER COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009
AND 2008 (UNAUDITED)

|                                              |   | Three Months Ended
      June 30, |   |   | Six Months Ended
      June 30, |  
|--------------------------------------------- | - | --------------------------------- | - | - | ------------------------------- | -
|                                              |   | 2009                              |   |   | 2008                            |  
|Net sales                                     | $ | 21,775,636                        |   | $ | 22,168,860                      |  
|                                              |   |                                   |   |   |                                 |  
|Cost of goods sold                            |   | 19,389,024                        |   |   | 19,648,340                      |  
|                                              |   |                                   |   |   |                                 |  
|Gross profit                                  |   | 2,386,612                         |   |   | 2,520,520                       |  
|                                              |   |                                   |   |   |                                 |  
|Operating expenses                            |   |                                   |   |   |                                 |  
|Selling expenses                              |   | 838,796                           |   |   | 305,668                         |  
|General and administrative expenses           |   | 372,528                           |   |   | 537,898                         |  
|Total operating expenses                      |   | 1,211,324                         |   |   | 843,566                         |  
|                                              |   |                                   |   |   |                                 |  
|Operating income                              |   | 1,175,288                         |   |   | 1,676,954                       |  
|                                              |   |                                   |   |   |                                 |  
|Other income (expense)                        |   |                                   |   |   |                                 |  
|Interest income (expenses), net               |   | -                                 |   |   | (2,027                          | )
|Beneficial conversion feature expense         |   | 125,000                           |   |   | -                               |  
|Others, net                                   |   | 284,320                           |   |   | (453                            | )
|Total other income                            |   | 409,320                           |   |   | (2,480                          | )
|                                              |   |                                   |   |   |                                 |  
|Net income                                    |   | 1,584,608                         |   |   | 1,674,473                       |  
|                                              |   |                                   |   |   |                                 |  
|Other comprehensive income (loss)             |   |                                   |   |   |                                 |  
|Foreign currency translation gain (loss)      |   | (140,287                          | ) |   | 90,995                          |  
|                                              |   |                                   |   |   |                                 |  
|Comprehensive income                          | $ | 1,444,322                         |   |   | $ 1,765,469                     |  
|                                              |   |                                   |   |   |                                 |  
|Net income per share                          |   |                                   |   |   |                                 |  
|Basic                                         | $ | 0.019                             |   | $ | 1.005                           |  
|Diluted                                       | $ | 0.018                             |   | $ | 1.005                           |  
|                                              |   |                                   |   |   |                                 |  
|Weighted average number of shares outstanding |   |                                   |   |   |                                 |  
|Basic                                         |   | 85,466,388                        |   |   | 1,666,297                       |  
|Diluted                                       |   | 86,017,744                        |   |   | 1,666,297                       |  

The accompanying notes are integral part of these unaudited
consolidated financial statements.

4

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SINO GREEN LAND CORP AND SUBSIDIARIES (FORMALLY, ORGANIC
REGION GROUP LTD. AND SUBSIDIARIES) CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008(UNAUDITED)

|                                                                                       |   | June 30,   |  
|-------------------------------------------------------------------------------------- | - | ---------- | -
|                                                                                       |   | 2009       |  
|Cash flows from operating activities                                                   |   |            |  
|Net income                                                                             | $ | 1,939,837  |  
|Adjustments to reconcile net
      income to net cash provided by operating activities |   |            |  
|Depreciation                                                                           |   | 42,088     |  
|Amortization                                                                           |   | 423,991    |  
|Decrease / (Increase) in current assets                                                |   |            |  
|Accounts receivable                                                                    |   | (25,338    | )
|Inventories                                                                            |   | 1,410      |  
|Advances to suppliers                                                                  |   | 11,658     |  
|Other current assets                                                                   |   | (275,851   | )
|Increase in current liabilities                                                        |   |            |  
|Accounts payable & accrued exp                                                         |   | (422,913   | )
|Advances from customer                                                                 |   | (7,638     | )
|Tax payables                                                                           |   | 1,031,302  |  
|Other payables                                                                         |   | (29,234    | )
|                                                                                       |   |            |  
|Net cash provided by operating activities                                              |   | 2,689,314  |  
|                                                                                       |   |            |  
|Cash flows from investing activities                                                   |   |            |  
|Acquisition of plant, property, and equipment                                          |   | (2,336     | )
|Increase in long-term prepaid expense                                                  |   | (3,074,581 | )
|Net cash used in investing activities                                                  |   | (3,076,917 | )
|                                                                                       |   |            |  
|Cash flows from financing activities                                                   |   |            |  
|Due to related parties                                                                 |   | 471,016    |  
|Short term loan                                                                        |   | -          |  
|Net cash provided by (used in) financing activities                                    |   | 471,016    |  
|                                                                                       |   |            |  
|Effect of exchange rate change on cash and cash
      equivalents                      |   | (668       | )
|                                                                                       |   |            |  
|Net increase in cash and cash equivalents                                              |   | 82,745     |  
|                                                                                       |   |            |  
|Cash and cash equivalents, beginning balance                                           |   | 544,860    |  
|Cash and cash equivalents, ending balance                                              | $ | 627,605    |  
|                                                                                       |   |            |  

|Supplement disclosure of cash flow
      information |   |   |  |   |    | 
|---------------------------------------------------- | - | - |  | - | -- | 
|Interest expense paid                                | $ | - |  | $ | 53 | 
|Income taxes paid                                    | $ | - |  | $ | -  | 

The accompanying notes are integral part of these unaudited
consolidated financial statements.

5

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SINO GREEN LAND CORPORATION AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND DESCRIPTION OF
BUSINESS

Henry County Plywood Corporation (we', us, the Company)
was incorporated in 1948 under the laws of the State of Virginia. On September
30, 2005, the Company was terminated, by administrative action of the
Commonwealth of Virginia as a result of non-filing of required documents with
the State of Virginia. Effective December 2007, the Company reinstated its
charter. On March 3, 2008, the Company held a shareholder meeting approving a
migratory merger to Nevada, which became effective March 17, 2008. Effective
August 28, 2006, the Company commenced activities to become a reporting company
with the Securities and Exchange Commission (SEC) with the intention to become
a publicly trading company.

On January 15, 2009, the Company completed the acquisition of
Organic Region Group Limited (Organic Region) pursuant to a share exchange
agreement with Organic Region and its wholly owned subsidiaries, Zhuhai Organic
Region Modern Agriculture Ltd., Guangzhou Organic Region Agriculture Ltd., Fuji
Sunrise International Enterprises Limited, Southern International Develop
Limited and HK Organic Region Limited and the shareholders of Organic Region.
Pursuant to the Share Exchange Agreement, the Organic Region shareholders
transferred all of the shares of the capital stock of Organic Region held by
them, constituting all of the issued and outstanding capital stock of Organic
Region, in exchange for 81,648,554 newly issued shares of our common stock,
which constituted 98% of our issued and outstanding capital stock on a
fully-diluted basis as of and immediately after the consummation of the
transactions contemplated by the Share Exchange Agreement.

On March 23, 2009 the Company changes its name to Sino Green
Land Corporation.

Organic Region Group Limited was incorporated in The British
Virgin Islands on January 30, 2003.

On July 20, 2004, an individual was issued a Business License
by local government which permits a business to operate as an Individual
Business Entity under the name of Guangzhou Greenland Co. Ltd. (Guangzhou
Greenland). Under Chinese law, an Individual Business Entity is treated as a
separate legal entity with status separate and distinct from a natural
person.

On January 1, 2005, Organic Region entered into exclusive
arrangements with Guangzhou Greenland that gave Organic Region the ability to
substantially influence Guangzhou Greenland's daily operations and financial
affairs, appoint its senior executives and approve all matters requiring
shareholder approval. As a result, the Company consolidated the financial
results of Guangzhou Greenland as variable interest entity pursuant to Financial
Interpretation No. 46R, Consolidation of Variable Interest Entities in the
accompanying financial statements.

Nature Institution Group Ltd. (NI Group) was incorporated in
The British Virgin Islands on January 2, 2003.

Zhuhai Organic Region Modern Agriculture Ltd. (Zhuhai
Greenland) was founded in Guangdong province, China as a wholly owned
subsidiary of NI Group on January 3, 2004, with a registered capital of
$5,000,000 settled on a three-stage installment arrangement, also a further
capital subscription of $1,500,000. Zhuhai Greenland is involved in retailing
and wholesaling of agricultural products, developing ecological agriculture and
agricultural sciences as well as environmental protection.

On September 24, 2004 Nature Institution Group Ltd. invested in
another entity - Guangzhou Organic Region Agriculture Ltd. (GZ Greenland
Agriculture) in Guangdong province, China. GZ Greenland Agriculture is
dedicated to the contemporary agricultural products processing, researching,
production and marketing with registered capital of $500,000.

6

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On December 31, 2007, an agreement was signed between Organic
Region and NI Group under which Organic acquired the 100% ownership of Zhuhai
Greenland from NI Group in the amount of $5,000,000. The transaction consummated
on December 31, 2007.

Organic and NI Group reached another agreement on November 13,
2007, under which, NI Group transferred 100% ownership of GZ Greenland
Agriculture to the Company for no additional compensation since GZ Greenland
Agriculture had negative equity as of the contract date. The transaction was
consummated on December 31, 2007.

One shareholder of NI Group who had 13.5% ownership was the 50%
shareholder of the Company before the Company acquired two subsidiaries from NI
Group on 2007. This acquisition was accounted for at historical cost in a manner
similar to that in pooling of interests method since the two acquisitions
represented transactions between related parties. The shortage of historical
value of the assets over purchase price consideration has been recorded as
deemed dividend to the shareholders. As of December 31, 2007, Zhuhai Greenland
and GZ Greenland Agriculture are two wholly owned subsidiaries of Organic
Region.

2.BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a. Unaudited Interim Financial Information

The accompanying unaudited financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all of the
information required by generally accepted accounting principles for audited
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the interim periods are not
necessarily indicative of the results for any future period. These statements
should be read in conjunction with the Company's audited financial statements
and notes thereto for the fiscal year ended December 31, 2008. The results of
the six month period ended June 30, 2009 are not necessarily indicative of the
results to be expected for the full fiscal year ending December 31, 2009.

b. Principle of consolidation

The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Zhuhai Greenland and
GZ Greenland Agriculture, Fuji Sunrise International Enterprises Limited, HK
Organic Region Limited, Southern International Develop Limited together with its
100% Variable Interest Entity (VIE), Guangzhou Greenland. All significant
inter-company accounts and transactions have been eliminated in consolidation.

In accordance with Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities ("FIN 46R"), VIEs are generally
entities that lack sufficient equity to finance their activities without
additional financial support from other parties or whose equity holders lack
adequate decision making ability. All VIEs with which the Company is involved
must be evaluated to determine the primary beneficiary of the risks and rewards
of the VIE. The primary beneficiary is required to consolidate the VIE for
financial reporting purposes.

On January 1, 2005, Organic entered into exclusive arrangements
with Guangzhou Greenland that give us the ability to substantially influence
Guangzhou Greenland's daily operations and financial affairs, appoint its senior
executives and approve all matters requiring shareholder approval. As a result,
the Company consolidates the financial results of Guangzhou Greenland as
variable interest entity pursuant to Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities.

| | a. | Guangzhou Greenland holds the licenses necessary to
      operate its fruit trading business in China.                                                                                                                                                           
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                  
| | b. | The Company provides the exclusive privilege to purchase
      the fruit and vegetables and other general business operation services to
      Guangzhou Greenland in return for a consulting services fee which is equal
      to Guangzhou Greenland's revenue.

7

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| | c. | Irrevocably granted the Company an exclusive option to
      purchase, to the extent permitted under PRC law, all or part of the equity
      interests in Guangzhou Greenland and agrees to entrust all the rights to
      exercise their voting power to the person appointed by the
  Company.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c. Use of estimates

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
amount of revenues and expenses during the reporting periods. Management makes
these estimates using the best information available at the time the estimates
are made. However, actual results could differ materially from those results.

d. Accounts receivable

The Company's policy is to maintain reserves for potential
credit losses on accounts receivable. Management reviews the composition of
accounts receivable and analyzes historical bad debts, customer concentrations,
customer creditworthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of June 30, 2009
and December 31, 2008, the Company had accounts receivable, of $225,852 and
$200,731, net of allowance for bad debts in the amount of $9,253 and $9,264,
respectively.

e. Other current assets

Other current assets mainly includes $292,817 other receivable
from an unrelated party, unsecured, due in January 2010 and free of interest.

f. Advances to suppliers

The Company provides advances to certain vendors for purchase
of its products. As of June 30, 2009 and December 31, 2008, the advances to
suppliers amounted to $485,344 and $497,568, respectively.

g. Property and equipment

Property and equipment are recorded at cost. Gains or losses on
disposals are reflected as gain or loss in the year of disposal. The cost of
improvements that extend the life of plant, property, and equipment are
capitalized. These capitalized costs may include structural improvements,
equipment, and fixtures. All ordinary repair and maintenance costs are expensed
as incurred.

Depreciation for financial reporting purposes is provided using
the straight-line method over the estimated useful lives of the assets: 5 to 10
years for manufacturing machinery, 5 years for office equipment, and 5 years for
motor vehicle.

h. Revenue recognition

The Company's revenue recognition policies are in compliance
with Staff Accounting Bulletin (SAB) 104. Sales revenue is recognized at the
date of shipment to customers when a formal arrangement exists, the price is
fixed or determinable, the delivery is completed, no other significant
obligations of the Company exist and collectability is reasonably assured.
Payments received before all of the relevant criteria for revenue recognition
are satisfied are recorded as unearned revenue.

8

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Sales

Revenues from the sale of products are recognized at the point
of sale of the Company's products. Discounts provided to customers by the
Company at the time of sale are recognized as a reduction in sales as the
products are sold. Discounts provided by vendors are not recognized as a
reduction in sales provided the coupons are redeemable at any retailer that
accepts coupons. Sales taxes are not recorded as a component of sales.

Cost of Good Sold

The Cost of Good Sold line item of the Consolidated
Statements of Income includes product costs, net of discounts and allowances.
Discounts provided to the Company by vendors at the time of purchase are
recognized as a reduction in inventory cost as the products are delivered.

All other costs, including warehousing costs, transportation
costs; salaries, rent expense and depreciation expense, are shown separately in
Selling Expense or General and Administrative Expense in the Consolidated
Statements of Incomes.

i. Income taxes

The Company utilizes SFAS No. 109, "Accounting for Income
Taxes," which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes using an asset and
liability approach which allows for the recognition and measurement of deferred
tax assets based upon the likelihood of realization of tax benefits in future
years. Under the asset and liability approach, deferred taxes are provided for
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company
is able to realize their benefits, or that future deductibility is uncertain.

The Company records a valuation allowance for deferred tax
assets, if any, based on its estimates of its future taxable income as well as
its tax planning strategies when it is more likely than not that a portion or
all of its deferred tax assets will not be realized. If the Company is able to
utilize more of its deferred tax assets than the net amount previously recorded
when unanticipated events occur, an adjustment to deferred tax assets would
increase the Company net income when those events occur. The Company does not
have any significant deferred tax asset or liabilities in the PRC tax
jurisdiction.

j. Foreign currency translation

The Company uses the United States dollar ("USD" or US$) for
financial reporting purposes. The Company's subsidiaries maintain their books
and records in their functional currency - Chinese Yuan Renminbi (CNY), being
the primary currency of the economic environment in which their operations are
conducted. Such financial statements were translated into U.S. Dollars (USD) in
accordance with Statement of Financial Accounts Standards (SFAS) No. 52,
Foreign Currency Translation. According to the Statement, all assets and
liabilities are translated at the current exchange rate, stockholder's equity
are translated at the historical rates and income statement items are translated
at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with SFAS No. 130, Reporting Comprehensive Income as a component of shareholders'
equity.

9

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k. Fair values of financial instruments

Statement of Financial Accounting Standard No. 107,
"Disclosures about Fair Value of Financial Instruments", requires that the
Company disclose estimated fair values of financial instruments. The carrying
amounts reported in the statements of financial position for assets and
liabilities qualifying as financial instruments are a reasonable estimate of
fair value.

The Company's financial instruments primarily consist of cash
and cash equivalents, accounts receivable, other receivables, advances to
suppliers, accounts payable and other payables.

As of the balance sheet dates, the estimated fair values of the
financial instruments were not materially different from their carrying values
as presented on the balance sheet. This is attributed to the short maturities of
the instruments and that interest rates on the borrowings approximate those that
would have been available for loans of similar remaining maturity and risk
profile at respective balance sheet dates.

l. Segment reporting

Statement of Financial Accounting Standards No. 131 ("SFAS
131"), "Disclosure about Segments of an Enterprise and Related Information"
requires use of the "management approach" model for segment reporting. The
management approach model is based on the way a company's management organizes
segments within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services, geography,
legal structure, management structure, or any other manner in which management
disaggregates a company.

SFAS No. 131 has no effect on the Company's consolidated
financial statements as the Company operates in one reportable business segment.

m. Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, "Accounting for
Transfers of Financial Assets  an amendment of FASB Statement No. 140" ("SFAS
166"), which requires additional information regarding transfers of financial
assets, including securitization transactions, and where companies have
continuing exposure to the risks related to transferred financial assets. SFAS
166 eliminates the concept of a "qualifying special-purpose entity," changes the
requirements for derecognizing financial assets, and requires additional
disclosures. SFAS 166 is effective for fiscal years beginning after November 15,
2009.

In June 2009, the FASB issued SFAS No. 167, "Amendments to
FASB Interpretation No. 46(R)" ("SFAS 167"), which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. SFAS 167
clarifies that the determination of whether a company is required to consolidate
an entity is based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance. SFAS 167 requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company's
involvement in variable interest entities and any significant changes in risk
exposure due to that involvement. SFAS 167 is effective for fiscal years
beginning after November 15, 2009.

In June 2009, the FASB issued SFAS No. 168, The FASB
Accounting Standards Codification TM and the Hierarchy of Generally Accepted
Accounting Principles ("SFAS No. 168"), which becomes effective for financial
statements issued for interim and annual periods ending after September 15,
2009. SFAS No. 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 168 identifies the sources of accounting
principles and the framework for selecting principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with US GAAP (the GAAP hierarchy).

10

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3.PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of June 30,
2009 and December 31, 2008:

|                               |   | June 30, |   |   | December 31, |  
|------------------------------ | - | -------- | - | - | ------------ | -
|                               |   | 2009     |   |   | 2008         |  
|Manufacturing machinery        | $ | 404,236  |   | $ | 411,299      |  
|Office equipment               |   | 40,331   |   |   | 38,037       |  
|Motor vehicle                  |   | 24,168   |   |   | 17,589       |  
|                               |   |          |   |   |              |  
|Less: Accumulated Depreciation |   | (368,895 | ) |   | (327,160     | )
|Property & Equipment, net      | $ | 99,841   |   | $ | 139,765      |  

Depreciation expenses for the three month periods ended June
30, 2009 and 2008 were $21,078 and $23,427 respectively. Depreciation expenses
for the six month periods ended June 30, 2009 and 2008 were $42,088 and $40,484
respectively.

4.DUE FROM/(TO) RELATED PARTIES

The Company has a balance due from one company who is under
common control with the Company. The amounts were $241,574 and $352,799 as of
June 30, 2009 and December 31, 2008, respectively. The amount due is interest
free, unsecured and due on demand.

The Company has a balance due to two companies which are under
common control with the Company. The amounts were $384,501 and $129,444 as of
June 30, 2009 and December 31, 2008, respectively. The amount due is interest
free, unsecured and due on demand.

The Company has a balance due to shareholders amounting to
$105,047 and $0 as of June 30, 2009 and December 31, 2008, respectively. The
amount due is interest free, unsecured and due on demand.

On January 15, 2009, the Company entered into a redemption
agreement with Michael Friess and Sanford Schwartz, or the Majority
Stockholders, whereby the Majority Stockholders surrendered an aggregate of
1,666,298 shares of common stock for redemption in exchange for the issuance of
a convertible promissory note to each, or the Notes, in the aggregate principal
amount of five hundred thousand dollars ($500,000) in favor of the Majority
Stockholders. The principal and accrued interest of the Notes were payable on
March 31, 2009. On March 31, 2009, the Company entered into a verbal agreement
with the Majority Stockholders, pursuant to which the Company paid the Majority
Stockholders $250,000, or one-half, of the principal amount due under the Notes
and agreed to pay them the remaining $250,000 on or before April 30, 2009,
without penalty. Subsequently, the Company paid $250,000 on April 27, 2009.

5.LONG-TERM PREPAYMENTS

GZ Greenland Agriculture has entered into fourteen land leasing
and developing agreements with various parties since 2005. The various parties
are authorized to manage and plant the lands by GZ Greenland Agriculture who in
return has the priority to purchase the agricultural products at fair market
price. The life term of the rental agreements are twenty-five years with various
due dates. GZ Greenland Agriculture is contracted to pay the fixed leasing fee
of the entire contract period in lump sum at the inception of the agreements. GZ
Greenland Agriculture uses straight-line method to amortize the Long-term
prepayments, during the life time of the contracts. As of June 30, 2009 and
December 31, 2008, the Company has long-term prepayments (net) in the amount of
$18,891,915 and $16,258,707, respectively.

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The details of long-term prepayments are listed below as of
June 30, 2009 and December 31, 2008:

|                           |   | June 30,   |   |   | December 31, |  
|-------------------------- | - | ---------- | - | - | ------------ | -
|                           |   | 2009       |   |   | 2008         |  
|Long-term prepayment Cost | $ | 20,432,264 |   | $ | 17,450,561   |  
|Accumulated amortization   |   | (1,540,349 | ) |   | (1,191,854   | )
|Net                        | $ | 18,891,915 |   | $ | 16,258,707   |  

Amortization expenses for the three month periods ended June
30, 2009 and 2008 were $174,858 and $35,573 respectively. Amortization expenses
for the six month periods ended June 30, 2009 and 2008 were $349,716 and
$154,161 respectively.

Amortization expenses for the next five years after June 30,
2009 are as follows:

|2010  | $ | 831,469    | 
|----- | - | ---------- | 
|2011  |   | 831,469    | 
|2012  |   | 831,469    | 
|2013  |   | 831,469    | 
|2014  |   | 831,469    | 
|After |   | 14,734,569 | 
|Total | $ | 18,891,915 | 

6.ACCOUNTS PAYABLE AND ACCRUED
EXPENSES

Accounts payable and accrued expenses comprised the following
as of June 30, 2009 and December 31, 2008:

|                 |   | June 30,  |  |   | December 31, | 
|---------------- | - | --------- |  | - | ------------ | 
|                 |   | 2009      |  |   | 2008         | 
|Accounts payable | $ | 433,663   |  | $ | 804,438      | 
|Accrued payroll  |   | 64,498    |  |   | 90,916       | 
|Accrued expenses |   | 532,932   |  |   | 557,692      | 
|Other payable    |   | 1,055,971 |  |   | 76,741       | 
|                 | $ | 2,087,064 |  | $ | 1,529,787    | 

7.SHORT TERM CONVERTIBLE NOTES

On April 23, 2008, the Company issued four convertible notes to
various investors in the total amount of $500,000 that accrues interest at 18%
per annum and was due on April 23, 2009. In addition, the Company also issued to
the investors warrants. The Warrants are exercisable after the consummation of
the Company's going public transaction per the term of warrant agreements.

Per EITF 00-19, paragraph 4, these convertible debentures do
not meet the definition of a conventional convertible debt instrument since
the outstanding principal plus all interest accrued, at the Note holder's
option, be converted on the maturity date, into shares of Issuer's equity
securities if going public transaction does not consummate on or before the
maturity date. Therefore, the convertible debenture is considered
non-conventional, which means that the conversion feature must be bifurcated
from the debt and shown as a separate derivative liability. The fair value of
the beneficial conversion feature will be adjusted to fair value each balance
sheet date with the change being shown as a component of net income.

The fair value of the beneficial conversion feature at the
inception of these convertible notes was $363,308. The first $500,000 of these
discounts has been shown as a discount to the convertible notes which will be
amortized over the term of the debentures.

12

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As of December 31, 2008, $313,627 net of debt discount of
$153,425 and debt issuance cost of $32,948 was booked as convertible debt. The
Company accrued $62,384 interest expenses for the said convertible notes as of
December 31, 2008, which was due on Maturity date of the notes per
agreements.

As of June 30, 2009, $483,494 net of debt discount of $28,425
and debt issuance cost of $35,633 was booked as convertible debt. The Company
accrued $22,500 interest expenses for the said convertible notes as of June 30,
2009, which was due on Maturity date of the notes per agreements. The note was
extended to August 2009 and the principle of the note was paid off in August
2009.

8.EQUITY TRANSACTIONS

On January 15, 2009, the Company completed the acquisition of
Organic Region pursuant to a share exchange agreement, or the Share Exchange
Agreement, with Organic Region and its wholly owned subsidiaries, Zhuhai Organic
Region Modern Agriculture Ltd., Guangzhou Organic Region Agriculture Ltd., Fuji
Sunrise International Enterprises Limited, Southern International Develop
Limited and HK Organic Region Limited and the shareholders of Organic Region.
Pursuant to the Share Exchange Agreement, the Organic Region Shareholders
transferred all of the shares of the capital stock of Organic Region held by
them, constituting all of the issued and outstanding capital stock of Organic
Region, in exchange for 81,648,554 newly issued shares of our common stock,
which constituted 98% of our issued and outstanding capital stock on a
fully-diluted basis as of and immediately after the consummation of the
transactions contemplated by the Share Exchange Agreement.

On December 31, 2007, Organic entered an agreement with NI
Group under which the Company acquired the 100% ownership of Zhuhai Greenland
from NI Group in exchange for a cash purchase consideration of $5,000,000. The
Company and NI Group reached another agreement, under which NI Group transferred
100% ownership of GZ Greenland Agriculture to the Company at no additional
compensation, as GZ Greenland Agriculture had a negative equity as of the
agreement date. Both transactions were consummated on December 31, 2007.

A 13.5% shareholder of NI Group was also a 50% shareholder of
the Company before the acquisition. The two acquisitions were recognized as
acquisitions between related parties. The acquisition was accounted for
utilizing historical costs in a manner similar to that employed under the
pooling of interest method due to related party transaction

The assets and liabilities as of December 31, 2007 of the two
companies acquired were combined at historical cost. Zhuhai Greenland and GZ
Greenland Agriculture's results of operations have been included in the
consolidated financial statements since the date of acquisition.

The following table presents the allocation of the acquisition
cost of Zhuhai Greenland and GZ Greenland Agriculture, to the combined assets
acquired and liabilities assumed:

|Cash                                  | $ | 5,854     | 
|------------------------------------- | - | --------- | 
|Account receivable, net               |   | 104,779   | 
|Advance to suppliers                  |   | 19,377    | 
|Inventories                           |   | 24,477    | 
|Other current assets                  |   | 27,676    | 
|Fixed assets, net                     |   | 161,857   | 
|Long-term prepayments                 |   | 9,558,194 | 
|Total assets                          |   | 9,902,215 | 
|                                      |   |           | 
|Accounts payable and accrued expenses |   | 270,437   | 
|Advance from customers                |   | 77,854    | 
|Other payables                        |   | 4,919,679 | 
|Total liabilities                     |   | 5,267,970 | 
|                                      |   |           | 
|Net assets as of 12-31-2007           |   | 4,634,246 | 

|Consideration paid |   | 5,000,000 | 
|------------------ | - | --------- | 
|Deemed dividend    | $ | 365,755   | 

13

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As of December 31, 2007, a shareholder, contributed funds
amounting $5,000,000 in to the Company.

On May 14, 2009, the Company issued 4,165,742 shares related to
reverse merger.

On April 27, 2009, the Company entered into a termination
agreement with Hickey Freihofner Advisors, LLC ("HFA"), Hickey Freihofner
Capital, a division of Brill Securities, Inc., ("HFC"), Mr. Hai Lin and Ms. Mary
Ma Yong Qing, pursuant to which the Company issued an aggregate of 1,874,584
shares of Common Stock to nominees of HFC. The issuance of such shares was made
in complete satisfaction of the Company's obligation to issue shares to HFC
under an advisory agreement (the "Advisory Agreement") that the Company's
subsidiary, Organic Region Group Limited, entered into with HFA on January 28,
2008, and HFA's agreement to terminate such agreement. The Company did not
receive any cash consideration in connection with the issuance of such shares.
The number of shares issued to HFC's nominees was determined based on an
arms-length negotiation.

Furthermore, on April 29, 2009, the Company entered into a
foreign finder agreement with Mr. Hai Lin, pursuant to which the Company issued
an aggregate of 2,291,158 shares of Common Stock to Mr. Lin and his nominees.
The issuance of such shares was made in complete satisfaction of the Company's
obligation to issue shares to Mr. Lin under the Advisory Agreement and a foreign
finder agreement, dated January 28, 2008, between HFC, HFA and Mr. Lin. The
Company did not receive any cash consideration in connection with the issuance
of such shares. The number of shares issued to Mr. Lin and his nominees was
determined based on an arms-length negotiation.

9.INCOME TAXES

The Company is registered in The British Virgin Islands and has
operations in primarily two tax jurisdictions  the British Virgin Island (BVI)
and People's Republic of China (PRC). For certain operations in PRC, the Company
has incurred net accumulated operating losses for income tax purposes The
Company believes that it is more likely than not that these net accumulated
operating losses will not be utilized in the future. Therefore, the Company has
provided full valuation allowance for the deferred tax assets arising from the
losses at these locations as of June 30, 2009 and December 31, 2008.
Accordingly, the Company has no net deferred tax assets.

The provision for income taxes from continuing operations on
income consists of the following for the six months ended June 30, 2009 and
2008:

|                               |   | 2009 |  |   | 2008 | 
|------------------------------ | - | ---- |  | - | ---- | 
|PRC Current Income Expense     | $ | -    |  | $ | -    | 
|Total Provision for Income Tax | $ | -    |  | $ | -    | 

The following is a reconciliation of the provision for income
taxes at the tax rates of BVI and PRC to the income taxes reflected in the
Statement of Operations for the six months ended June 30, 2009 and 2008.

|                                                         |  | 2009  |   |  | 2008 |   
|-------------------------------------------------------- |  | ----- | - |  | ---- | --
|Tax rate in BVI                                          |  | 0%    |   |  | 0%   |   
|Foreign income tax - PRC                                 |  | 25%   |   |  | 33%  |   
|Exempt from income tax                                   |  | (25%  | ) |  | (33% | ) 
|Foreign income tax  PRC(VIE)                            |  | 1.8%  |   |  | 1.8% |   
|Exempt from income tax due to special tax
      policies |  | (1.8% | ) |  | (1.8 | )%
|Tax expense at actual rate                               |  | 0%    |   |  | 0%   |   

14

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People's Republic of China (PRC)

Pursuant to the PRC Income Tax Laws, the Company's subsidiaries
are generally subject to Enterprise Income Taxes ("EIT") at a statutory rate of
33%, which comprises 30% national income tax and 3% local income tax. Zhuhai
Greenland and GZ Greenland Agriculture are subject to two years tax exemption,
three years 50% tax reduction tax holiday for production-oriented FIEs which
will be started from the first year the FIE generates net profit.

Beginning January 1, 2008, the new Enterprise Income Tax
("EIT") law will replace the existing laws for Domestic Enterprises ("DES") and
Foreign Invested Enterprises ("FIEs"). The new standard EIT rate of 25% will
replace the 33% rate currently applicable to both DES and FIEs. The two years
tax exemption, three years 50% tax reduction tax holiday for production-oriented
FIEs will be continued until it is expired.

GZ Greenland Agriculture has a two year income tax exemption in
2008 and 2009. 50% tax reduction from 2010 to 2012.

The income tax rate of Xiong Luo, who is part of consolidated
financials statement as of June 30, 2009 and December 31, 2008 as a VIE, is 1.8%
of the fixed income amount accounted by the local national tax bureau in which
he conducts the businesses.

10.CURRENT VULNERABILITY DUE TO CERTAIN
CONCENTRATIONS

Operations of the Company are all carried out in the PRC.
Accordingly, the Company's business, financial condition and results of
operations may be influenced by the political, economic and legal environments
in the PRC, and by the general state of the PRC's economy.

Operations of the Company in the PRC are subject to specific
considerations and significant risks. These include risks associated with, among
others, the political, economic and legal environments and foreign currency
exchange. Results of operations of the company may be adversely affected by
changes in governmental policies with respect to laws and regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation, among other things.

There were no major customers who accounted for more than 10%
of the total net revenue for the six month periods ended June 30, 2009 and for
the year ended December 31, 2008.

Two vendors provided 56% and 29% of the goods to the Company
during the six month periods ended June 30, 2009. Three vendors provided 91%, 3%
and 6% of the goods to the Company during the year ended December 31, 2008.
Accounts payable to these vendors amounted $0 and $804,438 on June 30, 2009 and
December 31, 2008.

The Company extends credit to its customers based upon its
assessment of their credit worthiness and generally does not require collateral.
Credit losses have not been significant.

11.COMMITMENT

Operation Leases

The Company leases various office facilities under operating
leases that terminate on various dates.

The Company incurred rent expenses $25,820 and $29,742 for the
three months ended June 30, 2009 and 2008. The Company incurred rent expenses
$56,624 and $52,183 for the six months ended June 30, 2009 and 2008.

The rent expenses for the next five years after June 30, 2009
are as follows:

15

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|2009  | $ | 112,247 | 
|----- | - | ------- | 
|2010  |   | 114,607 | 
|2011  |   | 116,634 | 
|2012  |   | 119,261 | 
|2013  |   | 119,261 | 
|After |   | 61,497  | 
|      | $ | 643,507 | 

12.SUBSEQUENT EVENTS

Effective August 3, 2009, the Company entered into a Common
Stock and Warrant Purchase Agreement with several investors for the issuance and
sale of 13,129,410 shares of the Company's common stock at a purchase price of
$0.085 per share. Such investors shall receive warrants to purchase 10,145,454
shares of Common Stock, exercisable at $0.11 per share at any time and from time
to time through August 3, 2011.

In addition, effective August 3, 2009, the Company entered into
a Common Stock and Warrant Purchase Agreement with several investors for the
issuance and sale of 4,333,334 shares of Common Stock at a purchase price of
$0.12 per share and an investor option to acquire up to 6,500,000 additional
shares of Common Stock at a purchase price of $0.12 per share. Such investors
shall receive (i) warrants to purchase 3,466,666 shares of Common Stock,
exercisable at $0.15 per share at any time and from time to time through August
3, 2011 and (ii) in the event that such investors exercise their option to
acquire additional shares of Common Stock, additional warrants to purchase up to
5,200,000 shares of Common Stock, exercisable at $0.15 per share at any time and
from time to time for two years from the date of issuance.

On August 7, 2009, the Company entered into a Series A
Convertible Preferred Stock and Warrant Purchase Agreement, or the Agreement,
with several accredited investors, or collectively, the Investors, for the
issuance and sale of an aggregate of 1,000,000 shares of the Company's Series A
Convertible Preferred Stock, par value $0.001 per share, or the Preferred Stock,
at a purchase price of $1.00 per share. Each share of Preferred Stock is
convertible into shares of the Company's common stock at a price per share of
$0.088, subject to certain adjustments, including an adjustment based on the
Company's net income per share for the fiscal year ended December 31, 2009. If
at any time until August 7, 2011 the Company issues securities, other than
certain permitted issuances, at a per share price which is less than the then
current conversion price of the Preferred Stock, the Company will reduce the
conversion price of the Preferred Stock to the per share price of such
subsequent issuance.

The Investors have the option to acquire an additional
1,000,000 shares of Preferred Stock upon the same terms. Such option expires on
February 10, 2010, unless extended by the Company.

The Investors shall receive Series A Warrants to purchase an
aggregate of 10,000,000 shares of Common Stock, exercisable at $0.14 per share
at any time and from time to time through August 7, 2014. The exercise price of
the Series A Warrants is subject to certain adjustments, including an adjustment
based on the Company's net income per share for the fiscal year ended December
31, 2009. If at any time until August 7, 2011 the Company issues securities,
other than certain permitted issuances, at a per share price which is less than
the then current exercise price of the Series A Warrants, the Company will
reduce the exercise price of the Warrants to the per share price of such
subsequent issuance. At the option of the Company, the Series A Warrants must be
exercised by the Investors, provided that the shares of Common Stock issuable
upon the exercise of the warrants are then registered under the Securities Act
of 1933, as amended, or the Act, and the per share market value of the Common
Stock for the thirty prior trading days is $0.28 or more.

16

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In addition, the investors shall receive Series B Warrants to
purchase an aggregate of 10,000,000 shares of Common Stock, exercisable at $0.25
per share at any time and from time to time through August 7, 2014. The exercise
price of the Series B Warrants is subject to certain adjustments, including a
price adjustment based on the Company's net income per share for the fiscal year
ended December 31, 2009. If at any time from August 7, 2010 to August 7, 2011
the Company issues securities, other than certain permitted issuances, at a per
share price which is less than the then current exercise price of the Series B
Warrants, the Company will reduce the exercise price of the Warrants according to a weighted-average anti-dilution formula. At the
option of the Company, the Series B Warrants must be exercised by the Investors,
provided that the shares of Common Stock issuable upon the exercise of the
warrants are then registered under the Act, and the per share market value of
the Common Stock for the thirty prior trading days is $0.50 or more.

Each Investor has agreed not to convert any shares of Preferred
Stock or exercise any Warrants to the extent that such Investor's beneficial
ownership of Common Stock would exceed 9.99% of the outstanding Common Stock
upon such conversion or exercise.

The Company paid an aggregate of $50,000 of broker fees in
connection with this transaction. The Company also reimbursed the Investors for
$45,000 of due diligence expenses.

17

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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the following
Management's Discussion and Analysis of Financial Condition and Results of
Operations, contains forward-looking statements. Such statements include, among
others, those concerning our expected financial performance and strategic and
operational plans, as well as all assumptions, expectations, predictions,
intentions or beliefs about future events. You are cautioned that any such
forward-looking statements are not guarantees of future performance and that a
number of risks and uncertainties could cause actual results of the Company to
differ materially from those anticipated, expressed or implied in the
forward-looking statements. The words believe, expect, anticipate,
project, targets, optimistic, intend, aim, will or similar
expressions are intended to identify forward-looking statements. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements. Risks and uncertainties that could cause actual
results to differ materially from those anticipated include risks related to our
ability to overcome competition in our market; the impact that a downturn or
negative changes in the price of our products could have on our business and
profitability; our ability to simultaneously fund the implementation of our
business plan and invest in new projects; economic, political, regulatory, legal
and foreign exchange risks associated with international expansion; the loss of
key members of our senior management; or any of the factors and risks mentioned
in the Risk Factors sections of our amended current report on Form 8-K/A filed
on April 24, 2009. The Company assumes no obligation, and does not intend, to
update any forward-looking statements, except as required by law.

Use of Terms

Except as otherwise indicated by the context, all references in
this Quarterly Report to (i) the Company, we, us or our are to Sino
Green Land Corporation, a Nevada corporation, and its direct and indirect
subsidiaries:

- Organic Region Group Limited, or Organic Region, a BVI limited company;
- Fuji Sunrise International Enterprises Limited, or Fuji Sunrise, a BVI
  limited company;
- HK Organic Region Limited, or HK Organic, a Hong Kong limited company;
- Southern International Develop Limited, or Southern International, a BVI
  limited company;
- Zhuhai Organic Region Modern Agriculture Ltd., or Zhuhai Organic, a PRC
  limited company; and
- Guangzhou Organic Region Agriculture Ltd., or Guangzhou Organic, a PRC
  limited company,

as well as its variable interest entity, or VIE, Guangzhou
Greenland Co. Ltd., or Guangzhou Greenland, a PRC limited company; (ii)
Securities Act are to the Securities Act of 1933, as amended; (iii) Exchange
Act are to the Securities Exchange Act of 1934, as amended; (iv) RMB are to
Renminbi, the legal currency of China; (v) U.S. dollar, $ and US$ are to
the legal currency of the United States; (vi) BVI are to the British Virgin
Islands; and (vii) China and PRC are to the People's Republic of China.

Overview of Our Business

We are a Nevada holding company whose PRC-based operating
subsidiaries, Zhuhai Organic and Guangzhou Organic, are primarily engaged in the
wholesale distribution, marketing and sales of high-value fruits and vegetables
to wholesale centers and supermarkets in China. Our main products include Fuji
Apples, Emperor Bananas and Tangerine Oranges. Our products are sourced directly
from farming cooperative groups on leased plantations throughout China  to whom
we provide varying degrees of farming, harvesting and marketing services. We
distribute our products through our established distribution network and trading
agents who sell our products to customers throughout China.

18

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Our products are considered staples in Chinese consumers' daily
life, similar to rice and meat, and historically, demand for such staples has
not fluctuated with the ups and downs of the general economy. As a result, we
have not yet seen a significant negative impact on our business from the current
economic downturn and the global credit crisis. However, if economic conditions
further deteriorate, including business layoffs, downsizing, industry slowdowns
and other similar factors that affect our distributors, customers, suppliers'
farmers and creditors, we could see a reduction in the demand for our products
which could have a material adverse effect on our business operations.

Principal Factors Affecting our Financial Performance

Natural Disasters

Severe weather conditions and natural disasters, such as
floods, droughts, frosts, earthquakes or pestilence, which are difficult to
anticipate and cannot be controlled by us, may affect the supply of our products
and disrupt our operations. In addition, such disasters may affect the cost and
supply of raw materials, including fruits and vegetables or result in reduced
supplies of raw materials, lower recoveries of usable raw materials, higher
costs of cold storage if harvests are accelerated and processing capacity is
unavailable or interruptions in our production schedules if harvests are
delayed. Our competitors may be affected differently by weather conditions and
natural disasters depending on the location of their supplies or operations. If
our supplies of raw materials are reduced, we may not be able to find enough
supplemental supply sources on favorable terms, if at all, which could impact
our ability to supply product to our customers and adversely affect our
business, financial condition and results of operations. If our operations are
damaged by a natural disaster, we may be subject to supply interruptions or
other business disruption, which could adversely affect our business and results
of operations.

Taxation

China

Before the implementation of the New EIT Law described below,
Foreign Invested Enterprises, or FIEs, established in the PRC were generally
subject to an enterprise income tax, or EIT, rate of 33.0%, which includes a
30.0% state income tax and a 3.0% local income tax.

On March 16, 2007, the National People's Congress of China
passed a new Enterprise Income Tax Law, or the New EIT Law, and on December 6,
2007, the State Council of China passed the Implementing Rules for the New EIT
Law, or the Implementing Rules, which took effect on January 1, 2008. The New
EIT Law and Implementing Rules impose a unified EIT rate of 25.0% on all
domestic-invested enterprises and FIEs, unless they qualify under certain
limited exceptions. Therefore, nearly all FIEs are subject to the new tax rate
alongside other domestic businesses rather than benefiting from the old FIE tax
laws, and its associated preferential tax treatments, since January 1, 2008.

Despite these changes, the New EIT Law gives the FIEs
established before March 16, 2007, or Old FIEs, such as our subsidiaries Zhuhai
Organic and Guangzhou Organic, a five-year grandfather period during which they
can continue to enjoy their existing preferential tax treatment. During this
five-year grandfather period, the Old FIEs which enjoyed tax rates lower than
25% under the original EIT law shall gradually increase their EIT rate by 2% per
year until the tax rate reaches 25%. In addition, the Old FIEs that are eligible
for the two-year exemption and three-year half reduction or five-year
exemption and five-year half-reduction under the original EIT law, are allowed
to retain their preferential treatment until these holidays expire. The
discontinuation of any such special or preferential tax treatment or other
incentives would have an adverse effect on our business, fiscal condition and
current operations.

There is a likelihood that we are deemed to be a resident
enterprise by Chinese tax authorities. If the PRC tax authorities determine that
we are a resident enterprise for PRC enterprise income tax purposes, a number
of unfavorable PRC tax consequences could follow. First, we may be subject to
the enterprise income tax at a rate of 25% on our worldwide taxable income as
well as PRC enterprise income tax reporting obligations. In our case, this would
mean that income such as interest on financing proceeds and non-China source
income would be subject to PRC enterprise income tax at a rate of 25%. Second,
although under the New EIT Law and its Implementing Rules dividends paid to us from our PRC subsidiaries would qualify as
tax-exempt income, we cannot guarantee that such dividends will not be subject
to a 10% withholding tax, as the PRC foreign exchange control authorities, which
enforce the withholding tax, have not yet issued guidance with respect to the
processing of outbound remittances to entities that are treated as resident
enterprises for PRC enterprise income tax purposes. Finally, it is possible that
future guidance issued with respect to the new resident enterprise
classification could result in a situation in which a 10% withholding tax is
imposed on dividends we pay to our non-PRC stockholders and with respect to
gains derived by our non-PRC stockholders from transferring our shares.

19

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Under the current income tax laws and the related implementing
rules, FIEs engaging in agriculture businesses, such as Guangzhou Organic, are
entitled to a two-year tax exemption from PRC EIT, subject to approval from
local taxation authorities. Guangzhou Organic is tax exempt for 2008 to 2009 and
is entitled to a 50.0% tax reduction for the three years thereafter. Due to a
business interruption in 2008 related to its search for suitable space for its
vegetable business, Zhuhai Organic was entitled to tax exemption in 2007, and
will be entitled to a one-year tax exemption after the business recovers.
Currently, pursuant to income tax law and related implementing rules of the PRC,
the income tax rate for foreign-capitalized enterprises is 25% and the
value-added tax rate is 13%.

Results of Operations

Comparison of Three Months Ended June 30, 2009 and June
30, 2008

The following table sets forth key components of our results of
operations for the periods indicated, both in dollars and as a percentage of our
net sales.

(All amounts, other than percentages, in thousands of U.S.
dollars)

|                                               |   | Three Months Ended June 30, |  
|---------------------------------------------- | - | --------------------------- | -
|                                               |   | 2009                        |  
|                                               |   |                             |  
|                                               |   | Amount                      |  
|Net Sales                                      | $ | 21,776                      |  
|                                               |   |                             |  
|Cost of Goods Sold                             |   | 19,389                      |  
|                                               |   |                             |  
|Gross Profit                                   |   | 2,387                       |  
|                                               |   |                             |  
|Operating Expenses                             |   |                             |  
|Selling Expenses                               |   | 839                         |  
|Administrative Expenses                        |   | 373                         |  
|                                               |   |                             |  
|Operating Income                               |   | 1,175                       |  
|Interest Expenses                              |   | 0                           |  
|Beneficial conversion feature
      expense    |   | 125                         |  
|Others, net                                    |   | 284                         |  
|Total other income                             |   | 409                         |  
|                                               |   |                             |  
|Income Before Income Taxes                     |   | 1,585                       |  
|                                               |   |                             |  
|Net income                                     |   | 1,585                       |  
|                                               |   |                             |  
|Foreign Currency translation
      gain (loss) |   | (140                        | )
|                                               |   |                             |  
|Comprehensive income                           | $ | 1,444                       |  

Net Sales. Net sales decreased approximately
$0.39 million, or 1.77%, to approximately $21.78 million in the three months
ended June 30, 2009 from approximately $22.17 million in the same period last
year. During the second quarter of 2008, we sold products that had been stored during
the prior quarter due to heavy snow storms. As a result, sales were slightly
higher in the second quarter of 2008 than 2009.

20

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Cost of Goods Sold. Our cost of goods sold is
comprised of the costs of our raw materials, labor, overhead and sales tax. Our
cost of goods sold decreased approximately $0.26 million, or 1.32%, to
approximately $19.39 million in the three months ended June 30, 2009 from
approximately $19.65 million in the three months ended June 30, 2008. This
decrease was mainly due to decreased revenue in the three months ended June 30,
2009.

Gross Profit and Gross Margin. Our gross profit
decreased approximately $0.13 million to approximately $2.39 million in the
three months ended June 30, 2009 from approximately $2.52 million in the same
period last year. Gross profit as a percentage of net revenues was 10.96% and
11.37% for the three months ended June 30, 2009 and 2008, respectively. Our
gross margin was relatively stable since it is largely determined by the margin
of the wholesale prices we buy from our suppliers and the reseller price we sell
at distribution centers, both of which have remained relatively stable during
the second quarters of 2008 and 2009.

Selling Expenses. Our selling expenses, which are
comprised of transportation costs, salesmen salaries and rent expenses, increased
approximately $0.53 million, or 174.41%, to approximately $0.84 million in the
three months ended June 30, 2009 from approximately $0.31 million in the same
period last year because  bonuses payable to salesmen were drawn in advance to
incentivize salesmen
duringthe three months ended June 30, 2009, which was not done in the
same period last year.

Administrative expenses. Our administrative
expenses, which are comprised of salaries, trip expenses, audit fees, attorney's
fees, advisory fees and depreciation
expense decreased approximately $0.17 million, or 30.74%, to approximately
$0.37 million in the three months ended June 30, 2009 from approximately $0.54
million in the three months ended June 30, 2008. As a percentage of net sales,
administrative expenses decreased to 1.71% in the three months ended June 30,
2009, as compared to 2.43% in the same period last year. The reason for the
decrease is that our advisory fees  in connection with the bridge loan
fundraising conducted prior to the reverse merger
transaction were lower during the second quarter of 2009 than the second
quarter of 2008.

Income Before Income Taxes. Income before income
taxes decreased approximately $0.09 million, or 5.37%, to approximately $1.58
million in the three months ended June 30, 2009, from approximately $1.67
million in the same period of 2008. Income before income taxes as a percentage
of net sales decreased to 7.28% in the three months ended June 30, 2009, from
7.55% in the same period last year. Such decrease was based on the factors
described above.

Net Income. Our net income decreased
approximately $0.09 million, or 5.37%, to approximately $1.58 million in the
three months ended June 30, 2009, from approximately $1.67 in the same period
last year. Such decrease was based on the factors described above.

Comparison of Six Months Ended June 30, 2009 and June 30,
2008

The following table sets forth key components of our results of
operations for the periods indicated, both in dollars and as a percentage of our
net sales.

(All amounts, other than percentages, in thousands of U.S.
dollars)

|              |   | Six Months Ended June 30, | 
|------------- | - | ------------------------- | 
|              |   | 2009                      | 
|              |   |                           | 
|              |   | Amount                    | 
|Net Sales     | $ | 40,306                    | 
|              |   |                           | 
|Cost of Sales |   | 35,797                    | 

21

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|                                         |   | Six Months Ended June 30, |  
|---------------------------------------- | - | ------------------------- | -
|                                         |   | 2009                      |  
|                                         |   |                           |  
|                                         |   | Amount                    |  
|Gross Profit                             |   | 4,510                     |  
|Operating Expenses                       |   |                           |  
|Selling Expenses                         |   | 1,238                     |  
|Administrative Expenses                  |   | 1,309                     |  
|Operating Income                         |   | 1,962                     |  
|Interest Expenses                        |   | (23                       | )
|Others, net                              |   | 0                         |  
|Total Other Income                       |   | (22                       | )
|Income Before Income Taxes               |   | 1,940                     |  
|Net income                               |   | 1,940                     |  
|Foreign Currency translation gain (loss) |   | (167                      | )
|Comprehensiveincome                      | $ | 1,773                     |  

Net Sales. Net sales increased approximately
$10.30 million, or 34.32%, to approximately $40.31 million in the six months
ended June 30, 2009 from approximately $30.01 million in the same period last
year. Our production had declined during the first quarter of 2008 as a result
of heavy snow in the regions where our products are grown. During the first
quarter of 2009, more favorable weather conditions resulted in increased
production and increased sales. Our production capacity also increased in the
first quarter of 2009, as compared to the same period in 2008 because we
cultivated an additional 28,000 mu (1 acre=6 mu) of land. This additional
production contributed an additional $5.9 million in sales.

Cost of Goods Sold. Our cost of goods sold
increased approximately $9.36 million, or 35.40%, to approximately $35.80
million in the six months ended June 30, 2009 from approximately $26.44 million
in the six months ended June 30, 2008. This increase was mainly due to increased
revenue during the six months ended June 30, 2009.

Gross Profit and Gross Margin. Our gross profit
increased approximately $0.94 million to approximately $4.51 million in the six
months ended June 30, 2009 from approximately $3.57 million in the same period
last year. Gross profit as a percentage of net revenues was 11.19% and 11.90%
for the six months ended June 30, 2009 and 2008, respectively. Our gross margin
was relatively stable since it is largely determinate by the margin of the
wholesale prices we buy from our suppliers and the reseller price we sell at
distribution centers, both of which have remained relatively stable during the
six months ended June 30, 2009 and 2008.

Selling Expenses. Our selling expenses increased
approximately $0.71 million, or 133.96%, to approximately $1.24 million in the
six months ended June 30, 2009 from approximately $0.53 million in the same
period last year. As a percentage of net sales, selling expenses increased to
3.08% in the six months ended June 30, 2009 from 1.77% in the same period of
2008. Selling expenses increased because of increased sales in the first quarter
of 2009 and because of the advancement of bonuses in the second quarter of 2009.

Administrative expenses. Our administrative
expenses increased approximately $0.68 million, or 107.94%, to approximately
$1.31 million in the six months ended June 30, 2009 from approximately $0.63
million in the six months ended June 30, 2008. As a percentage of net sales,
administrative expenses increased to 3.25% in the six months ended June 30,
2009, as compared to 2.10% in the same period last year. Administrative expenses
increased as a result of increased fees and expenses related to the reverse
merger transaction that was consummated on January 15, 2009.

22

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Income Before Income Taxes. Income before income
taxes decreased approximately $0.47 million, or 19.5%, to approximately $1.94
million in the six months ended June 30, 2009, from approximately $2.41 million
in the same period of 2008. Income before income taxes as a percentage of net
sales decreased to 4.81% in the six months ended June 30, 2009, from 8.03% in
the same period last year. Such decrease was based on the factors described
above.

Net Income. Our net income decreased
approximately $0.47 million, or 19.5%, to approximately $1.94 million in the six
months ended June 30, 2009, from approximately $2.41 million in the same period
last year. Such decrease was based on the factors described above.

Liquidity and Capital Resources

As of June 30, 2009, we had cash and cash equivalents of
approximately $0.6 million. The following table provides detailed information
about our net cash flow for all financial statements periods presented in this
report.

Cash Flow (All amounts in thousands of U.S. dollars)

|                                                          |   | Six Months Ended June 30, |  
|--------------------------------------------------------- | - | ------------------------- | -
|                                                          |   | 2009                      |  
|Net cash provided by (used in) operating
      activities | $ | 2,689                     |  
|Net cash provided by (used in) investing activities       |   | (3,077                    | )
|Net cash provided by (used in) financing
      activities |   | 471                       |  
|Net cash flows                                            |   | 83                        |  

Operating Activities

Net cash provided by operating activities was approximately
$2.69 million in the six months ended June 30, 2009, a decrease of approximately
$0.02 million, from approximately $2.71 million in net cash provided by
operating activities in the same period last year. Such decrease of net cash
provided by operating activities was primarily attributable to Organic Region's
payment of liabilities incurred by Guangzhou Organic and to increases in
accounts payable.

Investing Activities

Our cash used in investing activities primarily consists of
payments related to the acquisition or sale of property, plant and equipment.

Net cash used for investing activities in the six months ended
June 30, 2009 and 2008 was approximately $3.08 million and $3.05 million,
respectively. This $0.03 million increase in net cash used for investing
activities was mainly attributable to payments of expenses related to our lease
of newly added land.

Financing Activities

Net cash generated by financing activities in the six months
ended June 30, 2009 totaled approximately $0.47 million, compared to
approximately $0.32 million in net cash generated by financing activities in the
same period last year. The difference in the cash generated by financing
activities for 2009 and 2008 is attributable to loans from related parties on
January 15, 2009 disclosed elsewhere herein, which was used for cash
consideration and the payment of administrative expenses in connection with the
reverse acquisition transaction.

On April 23, 2008, Organic Region issued convertible notes and
warrants to four investors, pursuant to a securities purchase agreement. We have
assumed all obligations under the purchase agreement, notes and warrants. The
notes have an aggregate principal amount of $500,000 and have been paid in full
pursuant to a partial payment agreement entered into on June 30, 2009, to repay
the notes in two installments, one in July 2009 and one in August 2009.

23

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Capital Expenditures

Our capital expenditures were approximately $3.08 million and
$3.05 million for the six months ended June 30, 2009 and 2008, respectively. Our
capital expenditures were primarily used to rent the land on which the products
we purchase from suppliers are grown. Our material capital expenditure
requirement for fiscal year 2009 is expected to be approximately $12 million,
which will be used to lease additional land and to establish a processing and
packing factory.

We believe that our cash on hand and cash flow from operations
will meet part of our present cash needs and we will require additional cash
resources, including loans, to meet our expected capital expenditure and working
capital for the next 12 months. In addition, we may, in the future, require
additional cash resources due to changed business conditions, implementation of
our strategy to expand our production capacity or other investments or
acquisitions we may decide to pursue. If our own financial resources are
insufficient to satisfy our capital requirements, we may seek to sell additional
equity or debt securities or obtain additional credit facilities. The sale of
additional equity securities could result in dilution to our stockholders. The
incurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financial covenants that would
restrict our operations. Financing may not be available in amounts or on terms
acceptable to us, if at all. Any failure by us to raise additional funds on
terms favorable to us, or at all, could limit our ability to expand our business
operations and could harm our overall business prospects.

Critical Accounting Policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and
results of operation. Critical accounting policies are those that are most
important to the portrayal of our financial conditions and results of operations
and require management's difficult, subjective, or complex judgment, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial
statements and because of the possibility that future events affecting the
estimate may differ significantly from management's current judgments. We
believe the following critical accounting policies involve the most significant
estimates and judgments used in the preparation of our financial statements.

Accounts Receivable  Our policy is to maintain
reserves for potential credit losses on accounts receivable. Management reviews
the composition of accounts receivable and analyzes historical bad debts,
customer concentrations, customer creditworthiness, current economic trends and
changes in customer payment patterns to evaluate the adequacy of these reserves.

Inventories  Inventories are valued at the lower
of cost (determined on a weighted average basis) or market value. Management
compares the cost of inventories with market value and an allowance is provided
to reduce the value of inventories to their net market value.

Impairment  We apply the provisions of Statement
of Financial Accounting Standard, or SFAS, No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, or SFAS No. 144, issued by the
Financial Accounting Standards Board, or FASB. SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the assets. Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value. We test long-lived assets, including
property, plant and equipment and intangible assets subject to periodic
amortization, for recoverability at least annually or more frequently upon the
occurrence of an event or when circumstances indicate that the net carrying
amount is greater than its fair value. Assets are grouped and evaluated at the
lowest level for their identifiable cash flows that are largely independent of
the cash flows of other groups of assets. We consider historical performance and
future estimated results in our evaluation of potential impairment and then
compare the carrying amount of the asset to the future estimated cash flows
expected to result from the use of the asset. If the carrying amount of
the asset exceeds estimated expected undiscounted future cash flows, we measure
the amount of impairment by comparing the carrying amount of the asset to its
fair value. The estimation of fair value is generally measured by discounting
expected future cash flows as the rate we utilize to evaluate potential
investments. We estimate fair value based on the information available in making
whatever estimates, judgments and projections are considered necessary.

24

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Revenue Recognition  Our revenue recognition
policies are in compliance with Staff accounting bulletin (SAB) 104. Sales
revenue is recognized at the date of shipment to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations exist and collectability is
reasonably assured. Payments received before all of the relevant criteria for
revenue recognition are satisfied are recorded as unearned revenue. Revenues
from the sale of products are recognized at the point of sale of our products.
Discounts provided to customers by us at the time of sale are recognized as a
reduction in sales as the products are sold. Discounts provided by vendors are
not recognized as a reduction in sales provided the coupons are redeemable at
any retailer that accepts coupons. Sales taxes are not recorded as a component
of sales. The Cost of Good Sold line item of the Consolidated Statements of
Income includes product costs, net of discounts and allowances. Discounts
provided to us by vendors at the time of purchase are recognized as a reduction
in inventory cost as the products are delivered. All other costs, including
warehousing costs, transportation costs; salaries, rent expense and depreciation
expense, are shown separately in Selling Expense or General and Administrative
Expense in the Consolidated Statements of Incomes.

Foreign Currency Translation  We use U.S.
dollars for financial reporting purposes. Our subsidiaries maintain their books
and records in their functional currency - RMB, being the primary currency of
the economic environment in which their operations are conducted. Such financial
statements were translated into U.S. Dollars (USD) in accordance with SFAS No.
52, Foreign Currency Translation. According to the Statement, all assets and
liabilities are translated at the current exchange rate, stockholder's equity
are translated at the historical rates and income statement items are translated
at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with SFAS No. 130, Reporting Comprehensive Income as a component of shareholders'
equity.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, "Accounting for
Transfers of Financial Assets  an amendment of FASB Statement No. 140" ("SFAS
166"), which requires additional information regarding transfers of financial
assets, including securitization transactions, and where companies have
continuing exposure to the risks related to transferred financial assets. SFAS
166 eliminates the concept of a "qualifying special-purpose entity," changes the
requirements for derecognizing financial assets, and requires additional
disclosures. SFAS 166 is effective for fiscal years beginning after November 15,
2009.

In June 2009, the FASB issued SFAS No. 167, "Amendments to
FASB Interpretation No. 46(R)" ("SFAS 167"), which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. SFAS 167
clarifies that the determination of whether a company is required to consolidate
an entity is based on, among other things, an entity's purpose and design and a
company's ability to direct the activities of the entity that most significantly
impact the entity's economic performance. SFAS 167 requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company's
involvement in variable interest entities and any significant changes in risk
exposure due to that involvement. SFAS 167 is effective for fiscal years
beginning after November 15, 2009.

In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification
TM and the Hierarchy of Generally Accepted Accounting Principles ("SFAS No.
168"), which becomes effective for financial statements issued for interim and
annual periods ending after September 15, 2009. SFAS No. 168 replaces SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 168
identifies the sources of accounting principles and the framework for selecting
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with US GAAP (the GAAP hierarchy).

25

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Seasonality

Our fresh fruits business is highly seasonal. Our Fuji Apples
and Tangerine Oranges are harvested mainly from late-August to mid-November
every year, while our Emperor Bananas grow in an eight month cycle. As fruits
collected cannot be stored at room temperature for a long time, they must be
processed as soon as they are harvested or stored at a cold temperature. We plan to invest in a bigger and better
processing line and packing house, including theconstruction of our own cold
storage facilities in our base in Luo Chuan, Shaanxi, in order to avoid
unnecessary fluctuations in seasonality.

We generally experience higher sales in the third and fourth
fiscal quarters.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity or capital expenditures or capital resources that is
material to an investor in our securities.

ITEM 3.QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including to our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As required by Rule 13a-15 under the Exchange Act, our
management, including Mr. Chi Ming Leung, our Chief Executive Officer and Ms.
Yong Qing Ma, our Chief Financial Officer, evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of June 30,
2009. Based on that evaluation, Mr. Leung and Ms. Ma concluded that as of June
30, 2009, and as of the date that the evaluation of the effectiveness of our
disclosure controls and procedures was completed, our disclosure controls and
procedures were effective to satisfy the objectives for which they are
intended.

Changes in Internal Control Over Financial Reporting.

During the fiscal quarter ended June 30, 2009, there were no
changes in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

Our Chairman, Anson Yin Ming Fong, has executed the
certifications attached as exhibits hereto in his capacity as our principal
executive officer, as our Chief Executive Officer is currently unable to fulfill
such duties due to illness.

PART II OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits
and legal proceedings, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these,
or other matters, may arise from time to time that may harm our business. We are
currently not aware of any such legal proceedings or claims that we believe will
have a material adverse affect on our business, financial condition or operating
results.

ITEM 1A. RISK FACTORS.

Not Applicable.

26

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ITEM 2.UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

No matters were submitted during the second quarter of 2009 to
a vote of security holders, through the solicitation of proxies or otherwise.

ITEM 5.OTHER INFORMATION.

No events occurred during the period covered by this Form 10-Q
that were required to be disclosed in a report on Form 8-K during the period but
not reported.

ITEM 6.EXHIBITS.

The following exhibits are filed as part of this report or
incorporated by reference:

|Exhibit No. | Description                                                                                                                                                                 
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                             
|31.1        | Certification of Principal Executive Officer
      filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         
|            |                                                                                                                                                                             
|31.2        | Certification of Principal Financial Officer
      filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         
|            |                                                                                                                                                                             
|32.1        | Certification of Principal Executive Officer
      furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.
|            |                                                                                                                                                                             
|32.2        | Certification of Principal Financial Officer
      furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.

27

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SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|Date: August 14, 2009 | SINO GREEN LAND CORPORATION
|--------------------- | ---------------------------
|                      |                            
|                      |                            
|                      | By:                        
|                      |                            
|                      |                            
|                      | By:                        
|                      |                            
|                      |                            
|                      |                            

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